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EXHIBIT 4
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of May 25,
1999 between REDWOOD BROADCASTING, INC., a Colorado corporation (the "Company")
and the parties listed on Exhibit A hereto. The parties named in Exhibit A are
hereinafter referred to as the "Purchasers."
WHEREAS, the Company desires to sell to the Purchasers its Series B
Convertible Preferred Stock, par value $.04 per share (the "Series B Stock");
and
WHEREAS, the Purchasers have agreed to purchase 267,522 shares of such
Series B Stock (the "Purchased Shares").
NOW, THEREFORE, in consideration of the premises and the covenants
herein contained, the parties hereto agree as follows:
1. AUTHORIZATION. The Company has authorized the issuance to the
Purchasers of the Purchased Shares.
2. PURCHASE AND SALE OF PURCHASED SHARES. At the Closing Date (as
defined below), the Company will sell to the Purchasers and, subject to the
terms and conditions herein set forth, the Purchasers agree to purchase from the
Company, the Purchased Shares for a price of $5.85 per share. The Company will
make delivery of the Purchased Shares by delivering to each Purchaser a
certificate for that number of shares of Series B Stock set forth next to such
Purchaser's name on Exhibit A, against payment in each case of the purchase
price therefor by certified or official bank check, payable to the order of the
Company or wire transfer.
3. CLOSING. The closing of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Morse, Zelnick, Rose & Lander,
LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on May 25, 1999, or
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at such other place, date or time as shall be mutually agreed on by the Company
and the Purchasers, (such time and such date or such other agreed upon time and
date is called the "Closing Date").
4. TERMS OF SERIES B STOCK. The terms of the Series B Stock are as set
forth on Exhibit B hereto.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Purchasers, as follows:
5.1 ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Colorado, with full power and authority to conduct its business as it is now
conducted or proposed to be conducted and to own or lease and operate the assets
and properties now owned or leased and operated by it.
5.2 CAPITALIZATION OF THE COMPANY. The total authorized capital stock
of the Company consists of 2,500,000 shares of preferred stock, par value $.04
per share and 12,500,000 shares of common stock, par value $.04 per share
("Common Stock"), of which 6,805,929 shares of common stock are issued and
outstanding. As of the date hereof 800,000 shares of preferred stock have been
designated as Series A Convertible Preferred Stock (the "Series A Stock"), none
of which are issued and outstanding and 400,000 shares of preferred stock have
been designated as Series B Convertible Preferred Stock, none of which are
issued and outstanding prior to the consummation of the transactions
contemplated hereunder.
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5.3 SUBSIDIARIES.
(a) The Company is the record and beneficial owner of
4,415,820 shares of the common stock, par value $.0001 par value (the "INRG
Shares"), of Interactive Radio Group, Inc., a Delaware corporation ("INRG").
Such INRG Shares were acquired by the Company in accordance with the terms of a
Contribution Agreement, a true and correct copy of which is annexed hereto as
Exhibit 5.3A. Except as set forth above, the Company does not own any equity
interest, directly or indirectly, in any corporation, company, partnership,
trust, joint venture or other entity.
(b) INRG is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, with full power
and authority to conduct its business as it is now conducted or proposed to be
conducted and to own or lease and operate the assets and properties now owned or
leased and operated by it.
(c) The total authorized capital stock of INRG consists of
5,000,000 shares of preferred stock, par value $0.001 per share and 50,000,000
shares of common stock, par value $0.001 per share, of which 6,238,245 shares of
common stock are issued and outstanding as of the date hereof and 40,637 shares
of its Series A Preferred Stock having those rights and designations as are set
forth on Exhibit 5.3C annexed hereto (the "INRG Preferred Stock") are issued and
outstanding.
(d) The Company and INRG are hereinafter sometimes
collectively referred to as the "Redwood Companies".
5.4 OPTIONS, ETC. Except as set forth in Schedule 5.4, none of the
Redwood Companies have outstanding (a) options, warrants or other rights to
purchase, acquire or convert into any shares of its capital stock or other
equity securities, or (b) any other agreement or right (preemptive, contractual
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or otherwise) to issue or sell any such shares of its capital stock or other
equity securities.
5.5 NO RESTRICTIONS ON SECURITIES. Except as set forth on Schedule 5.5,
none of the Redwood Companies is a party to any agreement (a) creating rights in
any person with respect to shares of its capital stock or (b) relating to the
voting of shares of its capital stock on any matter.
5.6 AUTHORITY AND COMPLIANCE. The Company has full corporate power and
authority to execute and deliver this Agreement. The consummation and
performance by the Company of the transactions contemplated by this Agreement
have been duly and validly authorized by all necessary corporate and other
proceedings. This Agreement has been duly and validly executed and delivered on
behalf of the Company and constitutes a valid obligation of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that such enforceability may be limited by applicable insolvency,
bankruptcy, reorganization, arrangement or moratorium laws or similar laws
affecting the enforcement of creditors' rights generally and by general equity
principles (whether asserted in an action at law or in equity). Except as set
forth on Schedule 5.6, no consent, authorization or approval of, exemption by,
or filing with, any domestic governmental or administrative authority, or any
court, is required to be obtained or made by the Company in connection with the
execution, delivery and performance of this Agreement by the Company or the
consummation of the transactions contemplated hereby by the Company.
5.7 NO CONFLICT. The performance of this Agreement by the Company and
the consummation of the transactions contemplated hereby will not result in a
breach or violation of any of the terms or provisions of, or constitute a
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default under, (i) any contract or other agreement or instrument to which any of
the Redwood Companies is a party or by which any of the Redwood Companies or any
of their properties or assets is bound, or (ii) its Articles of Incorporation or
By-Laws, or (iii) any law, order, rule, regulation, writ, injunction or decree
applicable to any of the Redwood Companies.
5.8 USE OF PROCEEDS.
(a) The proceeds of the sale of the Purchased Shares will be
used by the Redwood Companies for marketing, expansion, development and rollout
of the business of the Redwood Companies, commissions and legal fees associated
with the transactions contemplated by this Agreement and working capital.
(b) The Redwood Companies shall not use such proceeds for any
of the following purposes:
(i) personal use by shareholders, officers and employees of
the Redwood Companies;
(ii) use for any relending or reinvesting
purposes, if the primary business activity of such person involves,
directly or indirectly, providing funds to others, the purchase of debt
obligations, factoring, or long term leasing of equipment with no
provision for maintenance or repair;
(iii) use for purchasing any stock or providing capital to any
small business investment company;
(iv) use of purposes contrary to the public interest,
including but not limited to activities which are in violation of law,
or inconsistent with free competitive enterprise; or
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(v) use of foreign investment and use outside the United
States except as may be permitted under Section 901(e) of the Small
Business Administration Regulations pertaining to Small Business
Investment Companies.
5.9 SEC REPORTS; PRIVATE PLACEMENT MEMORANDUM.
(a) The Company has heretofore furnished to the Purchasers a
true and complete copy of its Current Report on Form 8-K dated January 14, 1999,
as filed with the SEC. As of its date, such report did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Except for the
transactions described in the Stock Purchase Agreement dated December 21, 1999
(included as an Exhibit to such Form 8-K) and those contemplated by the
Contribution Agreement, since December 31, 1998 there has not occurred a
material change or event in the financial condition of the Company.
(b) The Company has heretofore furnished to the Purchasers a
copy of a Private Placement Memorandum dated December 21, 1998 with respect to
the sale of shares of common stock of INRG as supplemented on February 22, 1999
(the "INRG PPM"). As of its date, the INRG PPM did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.
5.10 FINDER. Except for XxXxxxxxx Capital, LLC, whose fees shall be the
sole obligation of the Company, there is no firm, corporation, agency or other
entity or person that is entitled to a finder's fee or any type of brokerage
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commission in relation to or in connection with the transactions contemplated by
this Agreement as a result of any agreement or understanding with the Company or
any of its directors, officers, employees or shareholders.
6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser for
himself or itself only hereby represents and warrants to the Company with
respect to this Agreement and to the issuance of the Purchased Shares as
follows:
6.1 AUTHORIZATION OF AGREEMENT. The execution, delivery and performance
of this Agreement by such Purchaser has been duly authorized by all necessary
action on the part of such Purchaser, does not violate any laws or regulations
applicable to such Purchaser and is the valid binding and enforceable obligation
of such Purchaser in accordance with its terms.
6.2 EXPERIENCE; ACCREDITED INVESTOR. Such Purchaser is experienced in
evaluating and investing in the type of companies such as the Company. Such
Purchaser is an "accredited investor" as that term is defined in rule 501(a) of
the Securities Act of 1933, as amended (the "Securities Act"), and the rules
promulgated thereunder, and such Purchaser has accurately completed a
Confidential Purchaser Questionnaire substantially in the form attached hereto
as Exhibit C.
6.3 INVESTMENT. Such Purchaser is acquiring the Purchased Shares for
investment for the Purchaser's own account and not with the view to, or for
resale in connection with, any distribution thereof. Such Purchaser understands
that the Purchased Shares have not been registered under the Securities Act of
1933, as amended (the "Securities Act") by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent as expressed herein.
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6.4 ACKNOWLEDGEMENT REGARDING INRG OFFERING. Each Purchaser
acknowledges that the offering of Common Stock pursuant to the INRG PPM was
oversubscribed and that INRG has accepted subscriptions in excess of the amount
stated as the maximum offering amount in the INRG PPM.
7. COVENANTS OF THE COMPANY. The Company hereby covenants and agrees
with the Purchasers as follows::
7.1 ISSUANCE OF ADDITIONAL SHARES IN INRG. Except as contemplated by
Schedule 5.4, or pursuant to the conversion of the INRG Preferred Stock, Company
will cause INRG not to issue any additional shares of the capital stock of INRG
or any rights of obligations convertible into any shares of the capital stock of
INRG.
7.2 ISSUANCE OF ADDITIONAL PREFERRED STOCK.
(a) For as long as any Series B Stock remains outstanding, the
Company will not (i) issue any shares of Series A Preferred Stock or (ii) issue
any other shares of preferred stock unless such shares of preferred stock are
pari passu with the rights of the Series B Stock.
(b) Notwithstanding the provisions of Section 7.2(a): (i) in
connection with a merger with INRG, the Company (or its successor) may issue to
the holders of the INRG Preferred Stock shares of preferred stock of the Company
having rights which are senior to the rights of the Series B Stock ("Replacement
INRG Preferred Stock") as long as the terms of such Replacement INRG Preferred
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Stock do not provide for an aggregate liquidation amount for all such shares of
Replacement INRG Preferred Stock which is greater than the liquidation amount
provided for pursuant to the terms of the INRG Preferred Stock; and (ii) in
connection with any sale of shares of preferred stock by the Company with
aggregate proceeds to the Company of at least $5,000,000 ("New Preferred
Stock"), such shares of New Preferred Stock may have rights which are senior to
the rights of the Series B Stock, if, but only if, at the time of the closing of
such sale, the Closing Price of a share of Common Stock for any twenty (20)
consecutive trading days in the thirty five (35) consecutive trading days
preceding such closing, equals or exceeds $8.35 per share. In connection with
any such financing, the Purchasers agree to vote in favor of any amendments to
the Company's Articles of Incorporation necessary to provide for the issuance of
such New Preferred Stock. For purposes of this Section 7(b), "Closing Price"
means, with respect to any date, the closing sales price for a share of Common
Stock on such date on the primary market or exchange where the Common Stock is
then traded.
7.3 RIGHT OF PARTICIPATION. For the period beginning on the date hereof
and ending on the 120th day after the day on which no shares of Series B Stock
are outstanding,
(a) NOTICE. If the Company proposes to issue (i) any shares of
the common stock of the Company at a price per share of less than $5.85 or (ii)
any preferred stock, warrant. convertible note or other right to purchase, or
convert any obligation into common stock of the Company at a price per share for
such common stock of less than $5.85 (in either case other than (1) any
securities or obligations issued by the Company to any employees, officers,
directors and consultants under any stock option or similar incentive plan or
agreement or (2) any securities issued in connection with an acquisition by the
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Company of all or any part of the business or assets of any unaffiliated third
party), the Company shall, at least seventeen (17) days prior to the issuance of
any such securities, send to each Purchaser a written notice setting forth the
amount and type of the securities to be issued by the Company, the price at
which such securities are to be sold, the date on which such securities are to
be sold and such other terms as may apply to such sale.
(b) RIGHT. Within thirteen (13) days of the receipt by the
Purchasers of the notice specified in Section 7.3(a), each Purchaser may advise
the Company in writing that it wishes to purchase up to that percentage of the
securities to which the notice applies as is set forth next to such Purchaser's
name under the column headed Applicable Percentage on Exhibit A, at the price,
on the dates and on the other terms specified therein; and if any Purchaser
shall so advise the Company, then the Company shall issue and sell such
securities to such Purchaser or any affiliate of such Purchaser all as shall be
designated by such Purchaser.
(c) REFUSAL. If any Purchaser (i) should fail to advise the
Company that it wishes to purchase any such securities or (ii) elects to
purchase less than all of the securities which such Purchaser was entitled to
purchase, all as provided in Section 7.3(b) hereof, then the Company shall
thereafter have the right to sell the unsold securities which were the subject
of the notice given to the Purchasers pursuant to Section 7.3(a) hereof;
provided, however, that the sale of such unsold securities shall be at the price
and on such other terms at least as favorable to the Company as are specified in
such notice, and the amount of securities so sold shall not be greater than the
amount specified in such notice.
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8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY. The
obligations of the Company pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Company may, in its sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.
8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Purchasers contained in this Agreement or any other document
delivered to the Company at the Closing in connection with this Agreement shall
be true and correct in all material respects on and as of the Closing Date, as
if made on and as of the Closing Date.
8.2 PERFORMANCE OF AGREEMENTS. The Purchasers shall have performed and
complied in all material respects with all covenants, obligations and agreements
to be performed or complied with by any of them on or before the Closing Date
pursuant to this Agreement.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS. The
obligations of the Purchasers under this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Purchasers may, in their sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.
9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in this Agreement or any other document
delivered by the Company to the Purchasers at the Closing in connection with
this Agreement shall taken in the aggregate be true and correct in all material
respects on and as of the Closing Date, as if made on and as of the Closing Date
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except that those representations and warranties which address matters only as
of a particular date shall remain true and correct as of such date.
9.2 PERFORMANCE OF AGREEMENTS. The Company shall have performed and
complied in all material respects with all covenants, obligations and agreements
to be performed or complied with by it on or before the Closing Date pursuant to
this Agreement.
9.3 OFFICERS CERTIFICATE. The Purchasers shall have received a
certificate of the chief executive officer of the Company, dated the Closing
Date, certifying as to the fulfillment of the conditions set forth in Sections
9.1 and 9.2.
9.4 OPINION OF COUNSEL. The Purchasers shall have received from Irell &
Xxxxxxx LLP, counsel to the Redwood Companies, a favorable opinion addressed to
the Purchasers dated the Closing Date substantially in the form of Exhibit 9.4
hereto.
10. GENERAL PROVISIONS.
10.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS, AND
AGREEMENTS. The representations, warranties, covenants and agreements contained
in this Agreement shall survive the execution of this Agreement; provided,
however, the representations and warranties set forth in parts (i) and (iii) of
Section 5.7 and those set forth in Section 5.9 shall expire on the first
anniversary of the Closing Date..
10.2 EXPENSES. The Company agrees to pay, promptly after demand is
made, all reasonable out-of-pocket expenses incurred by InterEquity Capital
Partners, L.P. ("IECP") in connection with this Agreement, including (but not
limited to) IECP's legal fees and disbursements not to exceed $13,000 in the
aggregate.
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10.3 NOTICES. All notices, requests, demands and other communications
which are required to be or may be given under this Agreement to any party to
any of the other parties shall be in writing and shall be deemed to have been
duly given and received when (a) delivered in person, the day following dispatch
by an overnight courier service (such as Federal Express or UPS, etc.) or (c)
five (5) days after dispatch by certified or registered first class mail,
postage prepaid, return receipt requested, to the party to whom the same is so
given or made:
If to the Company
addressed to: Redwood Broadcasting, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx X-000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxxxx
with a copy to: Irell & Xxxxxxx, LLP
1800 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxx Xxxxxxxx, Esq.
If to any Purchaser: Addressed to such Purchaser at the
address set forth below such
Purchaser's name on Exhibit A
with a copy to: Morse, Zelnick, Rose & Lander, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx, Esq.
10.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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10.5 HEADINGS. All headings are inserted for convenience of reference
only and shall not affect the meaning or interpretation of any such provisions
or of this Agreement, taken as an entirety.
10.6 SEVERABILITY. If and to the extent that any court of competent
jurisdiction holds any provision (or any part thereof) of this Agreement to be
invalid or unenforceable, such the Company shall in no way affect the validity
of the remainder of this Agreement.
10.7 NO NEGATIVE CONSTRUCTION AGAINST DRAFTING PARTY. The parties
acknowledge that they are sophisticated and are represented by experienced,
knowledgeable attorneys. The parties agree that the normal rules of construction
to resolve ambiguities against the party who's counsel drafted this Agreement
shall not be followed in the interpretation of this Agreement. Consequently, no
negative inference or interpretation shall be made by a court in enforcing the
provisions of this Agreement against the party whose attorney drafted this
Agreement.
10.8 CHANGES, WAIVERS, ETC. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally, but rather may
only be changed by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
10.9 GOVERNING LAW.This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
10.10 BINDING EFFECTS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors, legal
representatives and assigns; provided, however, if the Company is merged with
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and into INRG, or if the Company and INRG are merged with and into another
Delaware corporation (such transaction, the "Delaware Merger'), the covenants
set forth in Section 7.1 shall not apply to such successor corporation;
provided, further, this Agreement (and any rights or obligations hereunder)
shall not be assigned by any Purchaser without the written consent of the
Company, which may be withheld by the Company in its sole discretion.
10.11 ENTIRE AGREEMENT. This Agreement together with the Schedules and
Exhibits hereto, constitutes the entire agreement of the parties and supersede
all prior agreements and undertakings (including, without limitation, any term
sheet previously entered into by the Company with any Purchaser with respect to
the subject matter hereof) both written and oral, between the parties, or any of
them, with respect to the subject matter hereof.
10.12 PARTIES IN INTEREST. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person other than the parties
hereto (and their permitted successors and assigns) any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
10.13 PURCHASERS AGREE TO VOTE IN FAVOR OF DELAWARE MERGER. The
Purchasers agree to vote in favor of or consent to the Delaware Merger, provided
that the provisions of the certificate of incorporation governing the preferred
stock issued to the Purchasers in exchange for their Series B Stock in
connection with the Delaware Merger are substantially similar to the provisions
of the articles of incorporation of the Company governing the Series B Stock;
and further provided that any other shares of preferred stock issued in
connection with the Delaware Merger comply with the provisions of Section 7.2
hereof.
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10.14 PURCHASER'S INDEPENDENT. Each Purchaser acknowledges that its
decision to execute this Stock Purchase Agreement and to purchase shares of
Series B Stock hereunder was made independent of, and not in reliance on, the
actions of any other Purchaser; and each Purchaser further acknowledges that
Morse, Zelnick, Rose & Lander, LLP ("MZRL") served as counsel to IECP and not to
any other Purchaser and, therefore, IECP shall, subject to Section 10.2 of this
Agreement, be solely responsible for all fees and expenses of MZRL.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
REDWOOD BROADCASTING, INC.
By: /s/ Xxx Xxxxxxxx
------------------------------------------
PURCHASERS
/s/ Xxxxx Xxxxxxx
------------------------------------------
Xxxxx Xxxxxxx
Xxxxx Xxxxxxx XXX
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
/s/ Xxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx
Megalomedia, Inc.
By: /s/ X.X. Xxxxxxx
------------------------------------------
Shirleigh Associates Inc. Profit Sharing Plan
By: /s/ Xxxx Xxxxxx
------------------------------------------
Ponski-Wil, LLC
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
/s/ Xxxx Xxxxx
---------------------------------------------
Xxxx Xxxxx
/s/ Xxxx Xxxxx
---------------------------------------------
Xxxx Xxxxx
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InterEquity Capital Corporation
By:/s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Managing Director
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxxx
Xxxxx Xxxxxxx Enterprises, Inc.
By:/s/ Xxxxx Xxxxxxx
-----------------------------------------------
/s/ Xxxx Xxxxxxxxx
-----------------------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxx Weiblatt
-----------------------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx / Xxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxx and Xxxx Xxxxxxx
Xxxxxxx XX Partnership
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx
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Exhibit A
REDWOOD BROADCASTING, INC. PARTICIPANTS
NAME AND ADDRESS OF PURCHASER NUMBER OF SHARES
----------------------------- ----------------
Xxxxx Xxxxxxx 4,274
and
Xxxxx Xxxxxxx XXX 12,821
c/o Bear Xxxxxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Xxxxxx Xxxxxxxx 8,547
x/x Xxxxxxx, Xxxxxxxx & Xxxxxxxx, PC
000 Xxxx 00xx Xxxxxx, 00xx xxxxx
Xxx Xxxx, X.X. 00000
Xxxxxx X. Xxxxxx 8,547
000 Xx. 000, X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Megalomedia Inc. 5,128
c/o South Africa
Sherleigh Associates Inc. Profit Sharing Plan 8,547
000 Xxxxx Xxxxxx, 0X
Xxx Xxxx, X.X. 10021
Attn: Xxxx Xxxxxx
Ponski-Wil, LLC 8,547
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxx Xxxxx 3,419
c/o Executive Monetary Management
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Xxxx Xxxxx 3,419
c/o Executive Monetary Management
919 Third Avenue
New York, N.Y. 10022
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NAME AND ADDRESS OF PURCHASER NUMBER OF SHARES
----------------------------- ----------------
InterEquity Capital Partners, L.P. 134,188
000 Xxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, X.X. 00000
Xxxxxx Xxxxxx 8,547
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxxx 4,274
00 Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000
Xxxxx Xxxxxxx Enterprises, Inc. 10,161
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Xxxx Xxxxxxxxx 17,094
00 Xxxx 00xx Xxxxxx, #0000
Xxx Xxxx, X.X. 00000
Xxxxx Xxxxxxxxx 3,419
000 Xxxxxxx Xxxx Xxxx
Xxx Xxxx, X.X. 00000
Xxxxx Xxxxxx and Xxxx Xxxxxxx 4,274
000 Xxxx 00xx Xxxxxx, #00X
Xxx Xxxx, X.X. 00000
Xxxxxxx XX Partnership 5,222
c/o Xxxx X. Xxxxxxx, M.D.
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 8,547
c/o Xxxx Xxxxx & Company
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Xxxxx Xxxxxxx 8,547
x/x Xxxxxxx, Xxxxxxxx & Xxxxxxxx, PC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 00000
=======
Total 267,522
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